Terms and Conditions

  1. DEFINITIONS
    In this General Conditions:

    “Agreement” means the agreement for SHP to provide Services to the Client on the General Conditions formed as a result of the Client Registration.

    “Alliance Clinic” means an independent clinic that is engaged by SHP to provide services to the Client from time to time.

    “Allied Health Practitioner” means the independent allied health care practitioners engaged by SHP to provide services to the Client from time to time.

    “Business Day” means a day that is not a Saturday, Sunday or public holiday in the place where the Services are being provided.

    “Business Hours” means the opening hours of the relevant clinic as displayed on SHP’s website, or in the case of Client site Services, between 6am-6pm on a Business Day.

    “Cancellation Fees”means the cancellation fees set out in SHP’s Cancellation Policy here.

    “Candidate” means a person nominated for assessment by the Client.

    “Client” means the entity receiving Services.

    “Client Registration” means the Client’s registration as a Services recipient and acceptance of these General Conditions via SHP’s website..

    “Commencement Date” means the date on which Services are first provided to the Client.

    “Confidential Information” means any information relating to a party that is designated as, or would reasonably be considered to be, confidential in nature.

    “Doctors” means the independent medical practitioners engaged by SHP to provide services to the Client from time to time.

    “Force Majeure Event” means any cause beyond the control of a party including (without limitation) pandemics, strikes, industrial action, floods, fires, accident, earthquake, riot, explosion, war, hostility, acts of government, military, civil or regulatory authority, change in any law or regulation, disruption or interruption to the supply of communications, internet, power or other utility.

    “General Conditions” means these terms and conditions.

    “Patient Records” means the records of patients or Candidates who receive medical treatment as part of the Services.

    “Practitioners” means Doctors and Allied Health Practitioners (as applicable).

    “Practitioner Services” means those services provided to the Client by Doctors and Allied Health Practitioners and facilitated by SHP.

    “Services” means the SHP Services and Practitioner Services provided by SHP to the Client.

    “Services Fee” means the fees charged by SHP for provision of the Services, as set out in an SHP quotation or as displayed on the SHP website, as amended from time to time.

    “SHP” means Sonic HealthPlus Pty Limited (ABN 39 100 261 265).

    “SHP Services” means the services provided directly to the Client by SHP.

    “Term” is defined in clause 2.

  1. TERM
    The Agreement will start on the Commencement Date and continue until terminated in accordance with clause 10.
  1. SERVICES
    1. Provision
      SHP will provide the SHP Services to the Client, and will facilitate the provision of the Practitioner Services to the Client, for the Term and in accordance with these General Conditions.
    2. Appointments and bookings
      The Client is responsible for pre-booking all Candidate appointments in connection with the Services. If a Candidate arrives without a pre-booked appointment, SHP may elect to treat that Candidate as a private patient, and may require an advance cash payment from the Candidate or Client for the appointment on the day.
  1. FEES
    1. SHP Services Fees 
      1. The Client must pay any Services Fees in respect of SHP Services to SHP.
      2. Unless otherwise stated, Services Fees are exclusive of GST.
    2. Additional Costs and Charges
      1. SHP may charge (and the Client must pay) any additional:
        1. costs of any additional consumables SHP is required to use as a result of an act or omission of a Candidate;
        2. amount for any in-clinic Services provided on a Saturday (inside Business Hours) equivalent to 25% of the relevant Services Fee;
        3. amounts or rates for any Services performed outside of Business Hours ; and
        4. administrative costs notified by SHP to the Client, if the Client elects to receive Candidate results generated as part of the Services via a bespoke process, rather than via SHP’s standard secure electronic delivery portal.
        5. management, quality assurance and doctor review fees for any Services performed at an Alliance Clinic.
      2. If there is a material increase in any of SHP’s costs of Service delivery, SHP may review its Service Fee accordingly and will provide the Client with at least 30 days’ written notice of any required change. Client’s continued use of Services will constitute acceptance of the revised Service Fee.
      3. If a shortage or unavailability of a medication or vaccine means SHP is unable to provide the agreed medication or vaccine to the Client, SHP may, without notice to the client, use a subcontractor to provide the medication or vaccine and on-charge the Client (and the Client must pay) any additional associated cost.
      4. SHP will provide reasonable evidence to the Client in respect of any additional costs charged under clauses 4.2(b) and (c) upon request.
    3. Doctor Services Fees
      SHP has been appointed by the Practitioners to invoice and collect all Services Fees payable by the Client for the Practitioner Services. Unless otherwise stated, these Services Fees are exclusive of GST.
    4. Invoicing & GST
      SHP will issue the Client with a valid tax invoice for the Services provided (plus applicable GST) during the relevant period. If the Client requires a purchase order or reference number (or similar) in respect of those Services, the Client must advise SHP in advance at the time the Services are booked. These General Conditions supersede, and the Services will not be subject to, any Client purchase order (or similar) terms.
    5. Payment Terms
      1. The Client must pay SHP’s invoices within 30 days of the invoice date using the payment methods set out in the invoice.
      2. If the Client disputes any part of the invoice, it must pay the undisputed part within 30 days of the invoice date, and any disputed parts agreed or determined as due no more than 5 days after settlement of the dispute.
    6. Set off
      SHP may set off any amounts owed to SHP by the Client against any amounts payable by the Client to SHP.
    7. Annual Review of Services Fee
      1. SHP may elect to review the Services Fee with effect from 1 July each year
      2. The Client’s continued use of the Services will constitute acceptance of the revised Services Fee.
  1. CANCELLATIONS & RESCHEDULES
    1. Cancellation and rescheduling fees
      If Services to be provided by SHP on a certain date are cancelled or rescheduled by the Client, SHP may charge a fee for the cancellation or rescheduling. Notice periods required for cancellation or rescheduling of appointments by the Client, and fees applicable if adequate notice is not provided to SHP, are set out in SHP’s Cancellation Policy here.
    2. Cancellation of bulk bookings
      If the Client cancels a bulk booking (i.e. for 5 Candidates or more), less than 2 business days before the Service Date, SHP may charge a fee equal to 75% of the cost of the cancelled Services.
  1. CREDIT FACILITY
    1. Provision of Credit Facility
      Before SHP provides the Client with credit, SHP may request information necessary for SHP to establish the creditworthiness of the Client. Any decision to provide credit, and the terms on which it is provided, is at the sole discretion of SHP.
    2. Disclosure of Information
      SHP may disclose any information provided by the Client in the course of a credit application to a credit reporting agency. SHP may obtain personal or other information relating to the Client from a credit reporting agency, credit provider or other party for the purposes of assessing creditworthiness.
    3. Credit Limit
      If SHP provides the Client with credit, SHP may set a credit limit, which the Client must not exceed, or attempt to exceed. SHP may reduce the credit limit on written notice to the Client, but will not, without the consent of the Client, reduce the limit to less than the outstanding balance of the Client’s account at the time.
    4. Suspension of Credit Facility
      If SHP determines that the Client:
      1. has obtained credit through fraud or dishonesty;
      2. has an account in arrears for more than 21 days;
      3. uses the credit facility in circumstances which may cause damage or loss to SHP; or
      4. has a creditworthiness position that changes materially,
      then SHP may:
      1. invoke its “stop credit”process by immediately closing or suspending the credit facility (in which case, the Client will be unable to book or receive any Services until such time as a payment plan is approved by SHP, or the account has been paid in full); and
      2. recover any amounts due in accordance with clause 6.5 without further notice.
    5. Debt recovery
      If the Client does not pay Services Fees or any amounts due to SHP, SHP may pursue the payment of those debts, and the Client must pay SHP’s costs in doing so, including (without limitation) administrative, legal and court fees.
  1. CLINICAL MATTERS
    1. Patient Records
      Title to all Patient Records created as part of the Services will vest on creation, and remain with, SHP.
    2. Statement of Sovereignty
      The Client acknowledges that each Practitioner may exercise its own professional judgment and discretion at any time, in respect of:
      1. the Practitioner Services provided;
      2. the referral of patients by the Doctor to specialists or to other medical practitioners; or
      3. the use of ancillary medical services including, without limitation, pathology and diagnostic imaging services.
    3. Independent Practitioner Services
      SHP will coordinate the delivery of the Practitioner Services to the Client. SHP engages numerous medical centres and Practitioners to provide those services. SHP does not ordinarily employ Practitioners. Unless the Client is otherwise advised by SHP, each Practitioner is directly responsible for the Practitioner Services it provides to the Client, and SHP assumes no liability for those services.
  1. WORKPLACE HEALTH & SAFETY
    If the Services (or any part of them) are performed at the Client’s premises, or on sites controlled or managed by the Client, the Client must ensure that it complies with all applicable Workplace Health and Safety laws and standards necessary to ensure a safe work environment for SHP’s employees, Practitioners and other representatives.
  1. FORCE MAJEURE
    Neither party will be liable for any delay or failure to perform its obligations under this document as a result of a Force Majeure Event. The party affected by a Force Majeure Event must notify the other party as soon as practicable of any anticipated delay or impact on the delivery of the Services. The performance of the affected party’s obligations will be suspended for the period of the delay, and any deadlines will be extended accordingly.
  1. TERMINATION
    1. Termination by SHP
      SHP may either suspend or immediately terminate the Agreement by giving written notice to the Client on the happening of any of the following events:
      1. the Client fails to pay the Service Fees in accordance with these General Conditions;
      2. the Client otherwise breaches the Agreement, and fails to remedy that breach within 21 days of receiving written notice from SHP to do so; or
      3. the Client is insolvent, or in the reasonable opinion of SHP, is otherwise unable to pay its debts as they fall due.
    2. Termination by the Client
      The Client may terminate the Agreement by giving written notice to SHP, if SHP has breached the Agreement and fails to remedy that breach within 21 days of receiving written notice from the Client to do so.
    3. Termination for convenience
      Either party may terminate the Agreement for convenience and without cause by giving 30 days’ written notice to the other party.
    4. Survival of provisions
      Termination of the Agreement will not affect those provisions expressed to operate or have effect after termination, and is without prejudice to any rights accrued by either party in respect of any breaches existing before termination.
  1. NO POACHING
    1. Non-poach
      The Client must not, without SHP’s prior written consent (which may be refused in its absolute discretion), directly or indirectly solicit, employ or engage:
      1. any SHP employee; or
      2. any Practitioner engaged by SHP to provide the Services,
      for a period of 6 months from the date of termination of the Agreement.
    2. Waiver or breach of non-poach
      If:
      1. SHP agrees to the Client engaging or employing an SHP employee or Practitioner; or
      2. the Client solicits, employs or engages a SHP employee or Practitioner without first obtaining SHP’s consent,
      the Client must pay a fee to SHP, which will be the greater of $20,000 (+ GST) or an amount equal to 22% of the employee or Practitioner’s gross annual salary or billings. This amount will be a debt due and payable to SHP on and from the time the employee or Practitioner accepts the Client’s offer.
  1. GENERAL
    1. Confidentiality
      Each party must:
      1. keep any Confidential Information in respect of the other party secret and confidential, except to the extent that the party is required by law or a recognised stock exchange to disclose;
      2. take all reasonable and necessary precautions to maintain the secrecy and prevent the disclosure of any Confidential Information in respect of the other party; and
      3. subject to clause 12.2(a), not disclose Confidential Information in respect of the other party to any third party without first obtaining the written consent of the other party.
    2. No partnership
      The Agreement does not constitute a relationship between the parties or their representatives as partners, joint operators or as employer/employee.
    3. Consequential loss
      Neither party shall be liable to the other party in contract, tort, warranty, strict liability, or any other legal theory for any indirect, consequential, incidental, punitive or exemplary damages or loss (including, but not limited to, loss of profit, loss of future contracts, losses from business interruption, and loss of business opportunity).
    4. Governing Law & Jurisdiction
      The Agreement is governed by the laws of Western Australia and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of that State.
    5. Variations
      Subject to clause 4.7 (Annual Review of Services Fee), these General Conditions can only be varied by written agreement between the parties.
    6. Assignment
      The Client may not assign, novate, sub-licence or charge any of its rights or obligations under the Agreement without the prior written consent of SHP.
    7. Costs and Expenses
      Each party must pay its own costs and expenses relating to the preparation and execution of the Agreement.
    8. Entire Agreement
      These General Conditions supersede all previous agreements, terms, letters, offers, quotations and negotiations, and contain the entire agreement between the parties in relation to the Services. These General Conditions (as amended and published by SHP from time to time) will apply to the Services unless and until the parties agree otherwise in writing, including by execution of a new agreement.